LKQ CORP — Director's Dealing 2015

Jan 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LKQ CORP (lkq)
CIK: 0001065696
Period of Report: 2015-01-09

Reporting Person: CASINI VICTOR M (Senior VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-19	Common Stock	G	750	—	Disposed	194445	Indirect
2014-12-23	Common Stock	G	50	—	Disposed	194395	Indirect
2015-01-09	Common Stock	M	120000	$2.21	Acquired	314395	Indirect
2015-01-09	Common Stock	M	168000	$2.0825	Acquired	482395	Indirect
2015-01-09	Common Stock	F	138629	$27.48	Disposed	343766	Indirect
2015-01-09	Common Stock	A	39047	—	Acquired	192207	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-09	Employee stock option (right to buy)(01/14/2005 grant)	$2.21	M	120000	Disposed	2015-01-14	Common Stock (120000)	Direct
2015-01-09	Employee stock option (right to buy)(01/28/2005 grant)	$2.0825	M	168000	Disposed	2015-01-28	Common Stock (168000)	Direct

Footnotes

F1: This transaction represents shares withheld by the issuer to pay the tax withholding amount and the exercise price required upon exercise of the stock options.

F2: The transaction represents an award of restricted stock units that are subject to two vesting conditions, each of which must be satisfied: (a) time-based vesting equal to 16.67% of the number of restricted stock units subject to the award on July 14, 2015 and on each six-month anniversary of July 14, 2015; and (b) a performance-based condition of positive fully-diluted earnings per share of the Company (subject to adjustment for certain extraordinary items) for any of the first five fiscal years ending after the grant date. If and when the performance-based condition is met, all restricted stock units that had previously met the time-based vesting condition will vest immediately and the remaining restricted stock units will vest according to the remaining schedule of the time-based condition. If the performance-based condition is not met, all restricted stock units will be forfeited.

F3: The option is exercisable with respect to 10% of the number of shares subject to the option on each six-month anniversary of the grant date.